UNDERWRITING AGREEMENT UROVANT SCIENCES LTD. [●] Shares of Common Shares Underwriting AgreementUnderwriting Agreement • August 30th, 2018 • Urovant Sciences Ltd. • Pharmaceutical preparations • New York
Urovant Sciences Ltd., a company incorporated and organized under the laws of Bermuda (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P Morgan Securities LLC (“J.P. Morgan”), Jefferies LLC (“Jefferies”) and Cowen and Company, LLC (“Cowen”) are acting as representatives (the “Representatives”), an aggregate of [●] common shares, par value $0.00001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [●] common shares of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The common shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Common Shares”.
UROVANT SCIENCES LTD. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 6th, 2020 • Urovant Sciences Ltd. • Pharmaceutical preparations
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of between Urovant Sciences Ltd., a company incorporated under the laws of Bermuda (the “Company”), and (“Indemnitee”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • November 12th, 2019 • Urovant Sciences Ltd. • Pharmaceutical preparations • New York
UROVANT SCIENCES LTD. INDEMNITY AGREEMENTIndemnification Agreement • August 30th, 2018 • Urovant Sciences Ltd. • Pharmaceutical preparations
THIS INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of , 20 between Urovant Science Ltd., an exempted limited company registered in Bermuda (the “Company”), and (“Indemnitee”).
AMENDED AND RESTATED SERVICES AGREEMENTServices Agreement • July 13th, 2018 • Urovant Sciences Ltd. • Pharmaceutical preparations • New York
This Amended and Restated Services Agreement (the “Agreement”) is entered into effective as of July 9 2018, by and among Roivant Sciences, Inc., a corporation organized under the laws of the State of Delaware (the “Service Provider”), Urovant Sciences GmbH (f/k/a Thalavant Sciences GmbH), a company with limited liability organized under the laws of Switzerland (“USG”), Urovant Sciences, Inc. (f/k/a Thalavant Sciences, Inc.), a corporation organized under the laws of the State of Delaware (“USI”), and Urovant Sciences Ltd. (f/k/a Thalavant Sciences Ltd.), an exempted limited company organized under the laws of Bermuda (“USL”, and together with USI and USG, and any Additional Service Recipient the “Service Recipients” and each a “Service Recipient”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 19th, 2020 • Urovant Sciences Ltd. • Pharmaceutical preparations • California
This Executive Employment Agreement (the “Agreement”), is hereby made between Urovant Sciences, Inc. (the “Company”) and C. Walt Johnston (“you”) (collectively, the “Parties”). This Agreement shall become effective on June 1, 2020 (the “Effective Date”).
UROVANT SCIENCES LTD. EARLY EXERCISE STOCK PURCHASE AGREEMENT UNDER THE 2017 EQUITY INCENTIVE PLAN, AS AMENDED AND RESTATEDEarly Exercise Stock Purchase Agreement • September 17th, 2018 • Urovant Sciences Ltd. • Pharmaceutical preparations • California
THIS AGREEMENT is made by and between Urovant Sciences Ltd., an exempted limited company incorporated under the laws of Bermuda (the “Company”), and (“Purchaser”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 14th, 2019 • Urovant Sciences Ltd. • Pharmaceutical preparations • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of February 20, 2019 and is entered into by and between Urovant Sciences Ltd., an exempted company limited by shares and organized under the laws of Bermuda (“Parent”), Urovant Holdings Limited, a private limited company incorporated under the laws of England and Wales (“Urovant England”), Urovant Sciences GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated and organized under the laws of Switzerland (“Urovant Switzerland”, and each of Parent’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Agreement (hereinafter collectively referred to as the “Borrowers” and each, a “Borrower”), Urovant Sciences, Inc., a Delaware corporation (“Urovant USA” or the “Guarantor”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., formerly known as Hercules Techno
ContractWarrant Agreement • September 25th, 2019 • Urovant Sciences Ltd. • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
INVESTOR RIGHTS AGREEMENT dated as of December 27, 2019 by and among Urovant Sciences Ltd., Sumitovant Biopharma Ltd. and Sumitomo Dainippon Pharma Co., Ltd.Investor Rights Agreement • December 30th, 2019 • Urovant Sciences Ltd. • Pharmaceutical preparations • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made as of December 27, 2019 (the “Effective Time”), by and among Urovant Sciences Ltd., an exempted limited company incorporated under the laws of Bermuda (the “Company”), Sumitovant Biopharma Ltd., a Bermuda exempted company limited by shares (“Sumitovant Bio”), and Sumitomo Dainippon Pharma Co., Ltd., a company organized under the laws of Japan (“Sumitomo”).
LOAN AGREEMENTLoan Agreement • December 30th, 2019 • Urovant Sciences Ltd. • Pharmaceutical preparations • New York
This Loan Agreement, dated as of December 27, 2019 (this “Agreement”), is between Sumitomo Dainippon Pharma Co., Ltd., a company (Kabushiki Kaisha) incorporated under the laws of Japan (the “Lender”), and Urovant Sciences Ltd., an exempted company limited by shares and organized under the laws of Bermuda (the “Borrower” and, together with the Lender, the “Parties” and each, a “Party”).
AGREEMENT AND PLAN OF MERGER by and among SUMITOVANT BIOPHARMA LTD. TITAN LTD., UROVANT SCIENCES LTD. and, solely with respect to Section 9.13, SUMITOMO DAINIPPON PHARMA CO., LTD. Dated as of November 12, 2020Merger Agreement • November 13th, 2020 • Urovant Sciences Ltd. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 12, 2020 (the “Agreement Date”), by among Urovant Sciences Ltd., a Bermuda exempted company limited by shares (the “Company”), Sumitovant Biopharma Ltd., a Bermuda exempted company limited by shares (“Parent”), Titan Ltd., a Bermuda exempted company limited by shares and a wholly owned Subsidiary of Parent (“Merger Sub”) and, solely with respect to Section 9.13 hereof, Sumitomo Dainippon Pharma Co., Ltd., a company organized under the laws of Japan (“Sumitomo”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.” Certain capitalized terms used in this Agreement are defined in Section 9.03.
INFORMATION SHARING AND COOPERATION AGREEMENT by and among UROVANT SCIENCES LTD., AND ROIVANT SCIENCES LTD. Dated as of July 9, 2018Information Sharing and Cooperation Agreement • July 13th, 2018 • Urovant Sciences Ltd. • Pharmaceutical preparations • New York
This INFORMATION SHARING AND COOPERATION AGREEMENT (this “Agreement”), dated as of July 9, 2018 (the “Effective Date”), is entered into between Urovant Sciences Ltd., a Bermuda exempted limited company (the “Company”) and Roivant Sciences Ltd., a Bermuda exempted limited company (“Roivant”), (with each of the Company and Roivant, a “Party” and together, the “Parties”).
DATA SHARING AGREEMENTData Sharing Agreement • July 13th, 2018 • Urovant Sciences Ltd. • Pharmaceutical preparations • California
This Data Sharing Agreement (this “Agreement”) is entered into effective as of May 22, 2018 (the “Effective Date”), by and between Urovant Sciences GmbH, a limited liability company organized under the laws of Switzerland (“Urovant GmbH”), and Datavant, Inc., a company organized under the laws of the State of Delaware (“Datavant”). Urovant GmbH and Datavant are referred to individually as a “Party” and collectively as the “Parties.”
ENZYME SUPPLY AGREEMENTEnzyme Supply Agreement • September 10th, 2018 • Urovant Sciences Ltd. • Pharmaceutical preparations • New York
THIS ENZYME SUPPLY AGREEMENT, including the exhibits attached hereto (the “Agreement”), effective as of September 01, 2017 (the “Effective Date”), is made and entered into by and between Codexis, Inc., a Delaware corporation, having a place of business at 200 Penobscot Drive, Redwood City, California 94063, United States of America (“Codexis”), and Urovant Sciences GmbH, a Swiss corporation, having a place of business at Viaduktstrasse 8, 4051 Basel, Switzerland (“Customer”). Codexis and Customer each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 13th, 2018 • Urovant Sciences Ltd. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 7, 2018 by and among Urovant Sciences Ltd., an exempted limited company incorporated under the laws of Bermuda (the “Company”), and Roivant Sciences Ltd. (“RSL”).
LICENSE AGREEMENT by and between MERCK SHARP & DOHME CORP. and UROVANT SCIENCES GMBHLicense Agreement • July 13th, 2018 • Urovant Sciences Ltd. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into this February 3, 2017 (the “Effective Date”), by and between Merck Sharp & Dohme Corp. a corporation organized and existing under the laws of the State of New Jersey (“Merck”), and Urovant Sciences GmbH (“Urovant”), a company organized and existing pursuant to the laws of Switzerland, [***]. Merck and Urovant are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 13th, 2020 • Urovant Sciences Ltd. • Pharmaceutical preparations • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of November 12, 2020 (this “Agreement”) is made and entered into by and between Urovant Sciences Ltd., an exempted limited company incorporated under the laws of Bermuda (the “Company”), and Sumitovant Biopharma Ltd., an exempted limited company incorporated under the laws of Bermuda (“Shareholder”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement (as defined below).
SUBLEASE between ROIVANT SCIENCES, INC.Sublease • August 14th, 2019 • Urovant Sciences Ltd. • Pharmaceutical preparations • North Carolina
SUBLEASE (this “Sublease”) dated as of June 10, 2019 between ROIVANT SCIENCES, INC., a Delaware corporation, having an office at 320 West 37th Street, 5th Floor, New York, NY 10018 (“Sublandlord”), and UROVANT SCIENCES, INC., a Delaware corporation, having an office at 5281 California Avenue, Suite 100, Irvine, CA 92617 (“Subtenant”).
MARKET ACCESS SERVICES AGREEMENTMarket Access Services Agreement • August 13th, 2020 • Urovant Sciences Ltd. • Pharmaceutical preparations • Delaware
This Market Access Services Agreement (this “Agreement”) is entered into as of June 17, 2020 (the “Effective Date”) by and between Sunovion Pharmaceuticals Inc., a Delaware corporation, having a principle place of business at 84 Waterford Drive, Marlborough, MA 01752 (“Sunovion”) and Urovant Sciences GmbH, a Swiss corporation, having a principle place of business at Aeschenvorstadt 4, CH-4010, Viaduktstrasse 8, 4051 Basel, Switzerland (“Urovant”). Sunovion and Urovant may individually be referred to as a “Party” and collectively as the “Parties”.
COLLABORATION AGREEMENTCollaboration Agreement • July 13th, 2018 • Urovant Sciences Ltd. • Pharmaceutical preparations • New York
THIS COLLABORATION AGREEMENT (this “Agreement”) is made and entered into this 1st of June, 2018 (the “Effective Date”), by and between Urovant Sciences GmbH (“Urovant”), a Switzerland limited liability company with an address of 8 Viaduktstrasse, 4051 Basel, Switzerland, and Roivant Sciences GmbH (“Roivant”), a Switzerland limited liability company with an address of 8 Viaduktstrasse, 4051 Basel, Switzerland. Urovant and Roivant are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
CHINA IP PURCHASE AGREEMENTIp Purchase Agreement • July 13th, 2018 • Urovant Sciences Ltd. • Pharmaceutical preparations
This CHINA IP PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 12th day of June, 2017 (“Effective Date”), by and between Urovant Sciences GmbH, a Switzerland limited liability company with an address of do Vischer AG, Aeschenvorstadt 4, CH-4010 Basel, Switzerland (“Seller”), and Roivant Sciences GmbH, a Switzerland limited liability company with an address of c/o Vischer AG, Aeschenvorstadt 4, CH-4010 Basel, Switzerland (“Buyer”). Each of the Seller and the Buyer are referred to in this Agreement as a “party” and together as the “parties”.
UNCONDITIONAL SECURED GUARANTYUnconditional Secured Guaranty • June 14th, 2019 • Urovant Sciences Ltd. • Pharmaceutical preparations • California
This UNCONDITIONAL SECURED GUARANTY (this “Guaranty”) is entered into as of February 20, 2019, by Urovant Sciences, Inc., a Delaware corporation (“Guarantor”) in favor of Hercules Capital, Inc., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (as defined below) (together with its successors and assigns in such capacity, “Agent”, and together with the Lender, collectively, “Secured Parties” and each a “Secured Party”).
UROVANT SCIENCES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 30th, 2018 • Urovant Sciences Ltd. • Pharmaceutical preparations • California
This Employment Agreement (this “Agreement”) is entered into as of September 14, 2017, by and between Keith Katkin (the “Executive”) and Urovant Sciences, Inc. (the “Company”).
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • February 9th, 2021 • Urovant Sciences Ltd. • Pharmaceutical preparations • New York
This First Amendment to Loan Agreement, dated as of February 5, 2021 (this “Amendment”), is between Sumitomo Dainippon Pharma Co., Ltd., a company (Kabushiki Kaisha) incorporated under the laws of Japan (the “Lender”), and Urovant Sciences Ltd., an exempted company organized under the laws of Bermuda (the “Borrower” and, together with the Lender, the “Parties” and each, a “Party”).
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. LICENSE AGREEMENTLicense Agreement • August 30th, 2018 • Urovant Sciences Ltd. • Pharmaceutical preparations • California
THIS LICENSE AGREEMENT (the “Agreement”) is entered into as of August 24, 2018 (the “Effective Date”), by and between ION CHANNEL INNOVATIONS, LLC, a limited liability company organized under the laws of the State of New York and having an address of 23 Agnes Circle, Ardsley, NY 10502, U.S. (“Licensor”), and UROVANT SCIENCES, GMBH, a company organized under the laws of Switzerland and having an address of Viaduktstrasse 8, 4051 Basel, Switzerland (“Licensee”). Licensor and Licensee may be referred to herein individually as a “Party” or collectively as the “Parties”.
LICENSE AGREEMENT by and between MERCK SHARP & DOHME CORP. and UROVANT SCIENCES GMBHLicense Agreement • September 10th, 2018 • Urovant Sciences Ltd. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into this February 3, 2017 (the “Effective Date”), by and between Merck Sharp & Dohme Corp. a corporation organized and existing under the laws of the State of New Jersey (“Merck”), and Urovant Sciences GmbH (“Urovant”), a company organized and existing pursuant to the laws of Switzerland, [***]. Merck and Urovant are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
INFORMATION SHARING AND COOPERATION AGREEMENT by and among UROVANT SCIENCES LTD., AND SUMITOVANT BIOPHARMA LTD. Dated as of May 21, 2020Information Sharing and Cooperation Agreement • May 28th, 2020 • Urovant Sciences Ltd. • Pharmaceutical preparations • New York
This INFORMATION SHARING AND COOPERATION AGREEMENT (this “Agreement”), dated as of May 21, 2020 (the “Effective Date”), is entered into between Urovant Sciences Ltd., a Bermuda exempted limited company (the “Company”), and Sumitovant Biopharma Ltd., a Bermuda exempted limited company (“Sumitovant”) (with each of the Company and Sumitovant, a “Party” and, together, the “Parties”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED CO-PROMOTION AGREEMENTCo-Promotion Agreement • February 12th, 2021 • Urovant Sciences Ltd. • Pharmaceutical preparations • Delaware
This Co-Promotion Agreement (this “Agreement”) is entered into as of October 05, 2020 (the “Effective Date”) by and between Sunovion Pharmaceuticals Inc., a Delaware corporation, having a principle place of business at 84 Waterford Drive, Marlborough, Massachusetts, 01752, USA (“Sunovion”) and Urovant Sciences GmbH, a Swiss company, having a principle place of business at Viadukstrasse 8, 4051 Basel, Switzerland (“Urovant”). Sunovion and Urovant may individually be referred to as a “Party” and collectively as the “Parties.”
ENZYME SUPPLY AGREEMENTEnzyme Supply Agreement • July 13th, 2018 • Urovant Sciences Ltd. • Pharmaceutical preparations • New York
THIS ENZYME SUPPLY AGREEMENT, including the exhibits attached hereto (the “Agreement”), effective as of September 01, 2017 (the “Effective Date”), is made and entered into by and between Codexis, Inc., a Delaware corporation, having a place of business at 200 Penobscot Drive, Redwood City, California 94063, United States of America (“Codexis”), and Urovant Sciences GmbH, a Swiss corporation, having a place of business at Viaduktstrasse 8, 4051 Basel, Switzerland (“Customer”). Codexis and Customer each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Amendment No. 1 to Market Access Services AgreementMarket Access Services Agreement • February 12th, 2021 • Urovant Sciences Ltd. • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”) to the Agreement (defined below) is entered into by and between Sunovion Pharmaceuticals Inc., a Delaware corporation, having a principle place of business at 84 Waterford Drive, Marlborough, MA 01752 (“Sunovion”) and Urovant Sciences GmbH, a Swiss corporation, having a principle place of business at Viaduktstrasse 8, 4051 Basel, Switzerland (“Urovant”). Sunovion and Urovant may individually be referred to as a “Party” and collectively as the “Parties”. This Amendment is effective as of December 21, 2020 (the “Amendment Effective Date”). Capitalized terms used in this Amendment that are not defined in this Amendment shall have the meaning set forth in the Agreement.
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED AMENDMENT NO. 2 TO MARKET ACCESS SERVICES AGREEMENTMarket Access Services Agreement • February 12th, 2021 • Urovant Sciences Ltd. • Pharmaceutical preparations
This Amendment No. 2 (this “Amendment”) is entered into as of January 8, 2021 (the “Amendment Effective Date”) by and between Sunovion Pharmaceuticals Inc., a Delaware corporation, having a principle place of business at 84 Waterford Drive, Marlborough, MA 01752 (“Sunovion”) and Urovant Sciences GmbH, a Swiss corporation, having a principle place of business at Viaduktstrasse 8, 4051 Basel, Switzerland (“Urovant”). Capitalized terms used in this Amendment that are not defined in this Amendment shall have the meaning set forth in the Agreement (as defined below).
COLLABORATION AGREEMENT by and between UROVANT SCIENCES GMBH and KYORIN PHARMACEUTICAL CO., LTD. Dated as of August 24, 2017Collaboration Agreement • September 10th, 2018 • Urovant Sciences Ltd. • Pharmaceutical preparations
This Collaboration Agreement (this “Agreement”) dated August 24, 2017 (“Effective Date”), is by and between Urovant Sciences GmbH, having a place of business at Viaduktstrasse 8, 4051 Basel, Switzerland (“Urovant”), and Kyorin Pharmaceutical Co., Ltd., having a place of business at 6, Kanda Surugadai 4-chome, Chiyoda-ku, Tokyo 101-8311, Japan (“Kyorin”).
CONFIDENTIAL SEPARATION AGREEMENT, GENERAL RELEASE AND CONSULTING AGREEMENTConfidential Separation Agreement • March 23rd, 2020 • Urovant Sciences Ltd. • Pharmaceutical preparations • California
This Confidential Separation Agreement and General Release (this “Agreement”) is hereby entered into by and between Keith A. Katkin, an individual (the “Employee”), and Urovant Sciences, Inc., on behalf of itself, its direct and indirect parents and all of their respective affiliated entities, including, without limitation, Sumitomo Dainippon Pharma, Co., Ltd. and Sumitovant Biopharma Ltd. (collectively, the “Company”).
COLLABORATION AGREEMENT by and between UROVANT SCIENCES GMBH and KYORIN PHARMACEUTICAL CO., LTD. Dated as of August 24, 2017Collaboration Agreement • July 13th, 2018 • Urovant Sciences Ltd. • Pharmaceutical preparations
This Collaboration Agreement (this “Agreement”) dated August 24, 2017 (“Effective Date”), is by and between Urovant Sciences GmbH, having a place of business at Viaduktstrasse 8, 4051 Basel, Switzerland (“Urovant”), and Kyorin Pharmaceutical Co., Ltd., having a place of business at 6, Kanda Surugadai 4-chome, Chiyoda-ku, Tokyo 101-8311, Japan (“Kyorin”).
